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Filing Details

Accession Number:: 0001209191-14-042966
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-20 18:45:47
Reporting Period:: 2014-06-18

Filing Date:: 2014-06-20
Accepted Time:: 2014-06-20 18:45:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1145986	Aspen Aerogels Inc	ASPN	Wholesale-Lumber & Other Construction Materials (5030)	043559972

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1091348	Reservoir Capital Partners Lp	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No
1091555	Rcgm Llc	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No
1105604	H Daniel Stern	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No
1137465	Reservoir Capital Group Llc	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No
1137467	Reservoir Capital Master Fund Lp	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No
1241947	A Craig Huff	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	Yes	No	Yes	No
1351308	Reservoir Capital Partners Cayman Lp	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No
1610297	Rcp Gp, Llc	C/O Reservoir Capital Group, L.l.c. 767 Fifth Avenue, 16Th Floor New York NY 10153	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-06-18	123	$0.00	263	No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	144	$0.00	407	No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	1,996	$0.00	2,403	No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	1,102	$0.00	3,505	No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	68,726	$6.88	72,231	No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	37,617	$6.88	109,848	No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	34,019	$6.88	143,867	No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	41,543	$6.88	185,410	No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	19,307	$6.88	204,717	No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	44,973	$11.00	249,690	No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
Common Stock	Acquisiton	2014-06-18	831	$0.00	1,882	No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	1,076	$0.00	2,958	No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	510	$0.00	3,468	No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	12	$0.00	3,480	No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	22,635	$0.00	26,115	No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	9,355	$0.00	35,470	No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	779,720	$6.88	815,190	No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	319,451	$6.88	1,134,641	No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	283,557	$6.88	1,418,198	No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	585,779	$6.88	2,003,977	No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	161,326	$6.88	2,165,303	No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
Common Stock	Acquisiton	2014-06-18	455,027	$11.00	2,620,330	No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	C	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	P	Indirect	Held by Reservoir Capital Master Fund, L.P.
No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	C	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.
No	4	P	Indirect	Held by Reservoir Capital Partners, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2014-06-18	77,481	$0.00	123	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-06-18	522,243	$0.00	831	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-06-18	91,141	$0.00	144	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-06-18	679,933	$0.00	1,076	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-06-18	280,909	$0.00	510	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	10,000	$0.00	12	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2014-06-18	1,658,741	$0.00	1,658,741	$0.00
Common Stock	Series C Preferred Stock	Acquisiton	2014-06-18	1,658,741	$0.00	2,011	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	12,437	$0.01	15	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	1,646,304	$0.00	1,996	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2014-06-18	18,808,882	$0.00	18,808,882	$0.00
Common Stock	Series C Preferred Stock	Acquisiton	2014-06-18	18,808,882	$0.00	22,806	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	141,023	$0.01	171	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	18,667,859	$0.00	22,635	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2014-06-18	915,383	$0.00	915,383	$0.00
Common Stock	Series C Preferred Stock	Acquisiton	2014-06-18	915,383	$0.00	1,110	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	6,864	$0.01	8	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	908,519	$0.00	1,102	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2014-06-18	7,773,556	$0.00	7,773,556	$0.00
Common Stock	Series C Preferred Stock	Acquisiton	2014-06-18	7,773,556	$0.00	9,425	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	58,284	$0.01	71	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-06-18	7,715,272	$0.00	9,355	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2009-08-14		No	4	C	Indirect
0	2009-08-14		No	4	C	Indirect
0	2009-09-14		No	4	C	Indirect
0	2009-09-14		No	4	C	Indirect
0	2010-09-22		No	4	C	Indirect
0	2013-05-09		No	4	C	Indirect
0	2013-03-28	2023-03-28	No	4	X	Indirect
1,658,741	2014-06-18		No	4	X	Indirect
1,646,304	2014-06-18		No	4	S	Indirect
0	2014-06-18		No	4	C	Indirect
0	2013-03-28	2023-03-28	No	4	X	Indirect
18,808,882	2014-06-18		No	4	X	Indirect
18,667,859	2014-06-18		No	4	S	Indirect
0	2014-06-18		No	4	C	Indirect
0	2013-05-06	2023-03-28	No	4	X	Indirect
915,383	2014-06-18		No	4	X	Indirect
908,519	2014-06-18		No	4	S	Indirect
0	2014-06-18		No	4	C	Indirect
0	2013-05-06	2023-03-28	No	4	X	Indirect
7,773,556	2014-06-18		No	4	X	Indirect
7,715,272	2014-06-18		No	4	S	Indirect
0	2014-06-18		No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	7,727	Direct

Footnotes

The Series A Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock issued on August 14, 2009 converted to Common Stock on a 0.00159191-for-1 basis.
The securities held by Reservoir Capital Partners, L.P. ("RCP") or Reservoir Capital Master Fund, L.P. ("RCMF") may be deemed to be beneficially owned by Craig A. Huff and Daniel Stern, who are the senior managing members (the "Reservoir Members") of RCGM, LLC ("RCGM"). RCGM is the managing member of Reservoir Capital Group, L.L.C. ("RCG"), which is the general partner of Reservoir Capital Partners (Cayman), L.P. ("RCP Cayman"), which is the sole member of RCP GP, LLC ("RCP GP"), and which is the general partner of RCP. RCG is the general partner of RCMF. Each of the Reservoir Members, RCGM, RCG, RCP Cayman and RCP GP disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
The Series A Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock issued on September 14, 2009 converted to Common Stock on a 0.00158300-for-1 basis.
The Series C Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series C Preferred Stock converted to Common Stock on a 0.00121250-for-1 basis.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $428,895 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on March 28, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $236,688 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on May 6, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $199,505 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on June 11, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $249,301 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on September 26, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $108,829 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on December 6, 2011, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
The Series B Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series B Preferred Stock issued on September 22, 2010 converted to Common Stock on a 0.00181579-for-1 basis.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $4,865,936 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on March 28, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $2,009,983 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on May 6, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $1,662,913 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on June 11, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $3,515,260 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on September 26, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $909,350 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on December 6, 2011, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.
Not applicable.
Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 12,437 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 1,646,304 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock.
Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 141,023 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 18,667,859 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock.
Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 6,864 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 908,519 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock.
Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 58,284 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 7,715,272 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock.